Third District Court of Appeal
State of Florida
Opinion filed March 9, 2022.
Not final until disposition of timely filed motion for rehearing.
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No. 3D21-1453
Lower Tribunal No. 17-11008
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Robert Sakowitz,
Appellant,
vs.
Waterside Townhomes Community Association, Inc.,
Appellee.
An appeal from the Circuit Court for Miami-Dade County, Carlos
Lopez, Judge.
Lydecker, LLP, and Forrest L. Andrews, and Kielan Saborit, for
appellant.
John Paul Arcia, P.A., and John Paul Arcia, and Michael Farrar, for
appellee.
Before LOGUE, MILLER, and LOBREE, JJ.
MILLER, J.
Appellant, Robert Sakowitz, challenges an order enforcing a
settlement agreement and dismissing a civil lawsuit filed by appellee,
Waterside Townhomes Community Association, Inc. On appeal, Sakowitz
contends the settlement agreement failed for want of mutuality and,
alternatively, the settlement offer expired because it was not accepted within
a reasonable period of time. Discerning no error, we affirm in all respects.
BACKGROUND
In the underlying dispute, the Association filed suit against Sakowitz,
the former president of its board of directors, and others, alleging violations
of chapter 895, Florida Statutes (2022), the Florida RICO (Racketeer
Influenced and Corrupt Organization) Act. See § 895.01, Fla. Stat. After two
versions of the complaint were dismissed, without prejudice, by the trial
court, the Association and Sakowitz entered into settlement negotiations.
In early February of 2020, the Association extended a settlement offer
to Sakowitz and all co-defendants, save one. Approximately one month
later, on March 4, 2020, Sakowitz and the co-defendants responded with a
counteroffer. Eighty-five days later, the Association accepted the
counteroffer by way of an email, while contemporaneously requesting
information as to whether the offer included all of the defendants.
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Sakowitz refused to acknowledge the acceptance, and the Association
subsequently filed a motion to enforce the settlement agreement. Sakowitz
opposed the motion, contending there was a lack of mutuality and the offer
expired because acceptance was not effectuated within a reasonable period
of time.
After convening an evidentiary hearing, the trial court granted the
motion, stating, in relevant part:
I’ve considered the motion. I realize that it’s eighty-four days;
however, we were in the middle of a pandemic. It was a world
pandemic. Everybody was [at] a standstill. The last thing on
people’s minds were settlements of any kind. There were no
time limitations in the offer, so I’m going to deny the motion to
dismiss and I’m going to, in essence, tell you that I believe the
motion for settlement should be enforced, should be granted.
That’s the way I see it.
The instant appeal ensued.
STANDARD OF REVIEW
To the extent this appeal implicates the interpretation of a settlement
agreement, the standard of review is de novo. Com. Cap. Res., LLC v.
Giovannetti, 955 So. 2d 1151, 1153 (Fla. 3d DCA 2007). Findings of fact
derived from the evidentiary hearing, however, “may not be disturbed on
appeal unless shown to be unsupported by competent and substantial
evidence or to constitute an abuse of discretion.” Zupnik Haverland, L.L.C.
v. Current Builders of Fla., Inc., 7 So. 3d 1132, 1134 (Fla. 4th DCA 2009).
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ANALYSIS
We reject the contention there was a lack of mutuality without further
discussion and turn our analysis to whether the parties formed a binding
contract. Sakowitz cites section 45.061, Florida Statutes, for the proposition
that Florida law favors the acceptance of settlement offers within forty-five
days. Thus, the offer was not timely accepted. We conclude this reliance is
misplaced. The forty-five day limit applies uniquely to a formal “offer for
settlement,” and here, the offer was not formally “denominated as an offer
under [section 45.061].” § 45.061(1), Fla. Stat. Consequently, the statutory
time frame is inapplicable.
Our examination is instead informed by several well-established
contractual principles. It is axiomatic that an offer to form a contract only
remains open for a reasonable period of time, unless the offer itself states
otherwise. See Minneapolis & St. L. Ry. Co. v. Columbus Rolling-Mill Co.,
119 U.S. 149, 151 (1886); see also Restatement (Second) of Contracts § 41
(2021); 1 Arthur L. Corbin, Corbin on Contracts § 2.16 (2021). Hence, in the
absence of an acceptance of the offer within a reasonable period of time,
there is no contract. See Minneapolis & St. L. Ry. Co., 119 U.S. at 151.
A reasonable time is “ordinarily . . . a question of fact, the determination
of which will depend upon all of the circumstances surrounding the particular
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offer and acceptance.” 1 Richard A. Lord, Williston on Contracts § 5:7 (4th
ed. 2021). It can, however, be measured as “the time that a reasonable
person in the exact position of the offeree would believe to be satisfactory to
the offeror,” Corbin, supra, § 2.16, giving due consideration to the “the nature
of the proposed contract, the purposes of the parties, the course of dealing
between them, and any relevant usages of trade.” Restatement, supra, § 41
cmt. b.
Here, although the Association waited eighty-five days to effectuate
acceptance, the counteroffer was formulated nearly one month after the
original offer was extended. This suggests the parties were deliberate and
unhurried in their course of dealing.
Further, as aptly observed by the trial court, the offer in this case was
extended on the proverbial eve of the COVID-19 global pandemic. Less than
two weeks later, many court operations were suspended and protective
measures were implemented. See Fla. Admin. Order No. AOSC20-13 (Fla.
Mar. 13, 2020) (on file with Clerk, Fla. Sup. Ct.) (suspending, among other
things, all civil jury trials through March 27, 2020, in light of COVID-19 global
pandemic); Fla. Admin. Order No. AOSC20-23, Amend. 1 (Fla. May 4, 2020)
(on file with Clerk, Fla. Sup. Ct.) (extending suspension through July 2,
2020). Indeed, the Association demonstrated at the evidentiary hearing that
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after the offer was extended, its attorney fell ill and his law offices closed.
Other impediments to acceptance included the delay of necessary board
approval, presumably precipitated by restrictions affecting travel and
gatherings.
Under these unusual circumstances, we cannot conclude the trial court
abused its broad discretion in enforcing the settlement agreement.
Accordingly, we affirm the order under review.
Affirmed.
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